HER CAMPUS MEDIA CONTRIBUTOR AGREEMENT

The undersigned contributor (“you” or “Contributor”) hereby agrees to the following terms and conditions, established by Her Campus Media, LLC (“HCM”) for submitting any content, images, videos, audio files, ideas, concepts, information, and/or other materials (the “Material”) to any owned and operated HCM website and/or publication for consideration, as well as for her participation in any HCM community.

1. Intellectual Property.
   1. It is the Contributor’s responsibility to comply with HCM’s Content Contribution Guidelines, which are attached to this Agreement as Schedule A and incorporated herein and made a part of this Agreement by reference, when submitting Material to HCM.
   2. HCM is not responsible for any Materials Contributor uploads, makes available or shares via a HCM property. It is solely Contributor’s responsibility to monitor and protect any of Contributor’s intellectual property rights in the Materials, and HCM does not accept any responsibility for same. 
   3. Any content Contributor uploads to Her Campus will be considered non-confidential and non-proprietary. Contributor will ensure that any Material which she contributes to the Service will be accurate (where it states facts) and be genuinely held (where it states opinions).
   4. Contributor agrees to cooperate in the normal editing process of HCM, including needed, reasonable queries, fact-checking and rewriting. While HCM is under no obligation to review, monitor, display, accept or exploit Material, HCM may, in its sole and absolute discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit Material at any time, for any reason, without notice or liability to you or any other party. HCM has the right to make all final judgments on headlines, editing, and visual treatment, including graphics (if any) accompanying the Material. HCM shall have no obligation to publish the Material.
   5. Any Material that is original to the Contributor (“Original Material”) shall constitute a work made for hire for HCM under the United States copyright laws, unless this would render you an employee of HCM or any third party of HCM for purposes of applicable unemployment insurance or workers’ compensation law, in which case the Material shall not constitute a work made for hire. If for this or any other reason the Original Material does not constitute a work made for hire, the Contributor hereby conveys, transfers and assigns all right, title and interest in and to the Original Materials to HCM, including the entire worldwide copyright (and any renewals and extensions thereof). HCM is free to use any ideas, concepts, know-how or techniques contained in any Material you submit for any purposes whatsoever and without any remuneration or obligation to the Contributor. The Contributor also releases all moral rights and similar rights in and to the Material. The Contributor may not republish the Original Material in any other online venue or in any other media, although the Contributor may publish links to the Original Material as carried on a website belonging to HCM.
   6. The Contributor grants HCM the right to use the Contributor’s name, likeness, identity, and biographical information about the Contributor, in advertising and promotional materials, distributed by HCM or any authorized syndicator, which relate in any way to the Material. HCM shall have the right to include the Contributor’s byline with the Material. The Contributor further perpetually and irrevocably grants HCM the unconditional right to use and exploit the Contributor’s name, persona and likeness included in any Materials and in connection with any Material, without any obligation, remuneration or attribution of any kind. The Contributor waives all rights and releases HCM from any claim for defamation, invasion of right to privacy, infringement of rights of publicity or any similar matter, based upon or relating to the use of any Material.
2. Confidentiality and Publication.
   1. Contributor shall at all times, both during and after the time Contributor contributes to the Company, maintain in confidence and not utilize the Confidential Information or the Intellectual Property of HCM, and/or Confidential Information of others except for the benefit of HCM.
   2. During the time Contributor is contributing to HCM, Contributor will not publish anything relating to HCM’s area of business without HCM’s prior written consent, including, without limitation, publication on social media websites, discussion boards, or other websites generally accessible on the Internet.
3. License and Materials
   1. The Contributor represents and warrants that any person or entity named or pictured in such Material has provided any necessary licenses, rights, waivers or authorizations to allow HCM’s use of such Material in accordance with such license. Upon HCM’s request, the Contributor will provide any documentation, substantiation or releases necessary to verify compliance with this Agreement. 
   2. Material posted and/or uploaded to Her Campus may be subject to size and usage limitations. Contributor is responsible for adhering to such limitations and for configuring his/her information technology, computer programs and platform in order to access any HCM site. Contributor should use his/her own virus protection software.
   3. The Contributor warrants and represents that the Material (a) will be the Contributor’s original expression if it is Original Material, (b) does not violate any copyright or proprietary or contract or personal rights of others, (c) contains nothing which invades the privacy of another person or which is libelous, unlawful, or obscene, and (d) does not contain any recipes, formulas, or instructions which would be injurious to a user if used or followed as set forth in the Material. The Contributor will indemnify, defend and hold harmless HCM, its employees, directors, parent company and licensees from all liability, loss, and expense (including reasonable attorneys’ fees) arising out of any claim or demand alleging facts which, if true, would constitute a breach of these warranties or representations.
4. Code of Conduct. HCM recognizes how important it is for HCM to be a place where its contributors feel safe and supported. It is the Contributor’s responsibility to read thoroughly and comply with the Code. You may not use any services offered by the Company to conduct or pursue any activities prohibited by law or for which you are not authorized. No hate speech, discrimination, or harassment, whether sexual or otherwise, will be permitted via the Company’s services or offerings. Any such behavior should be immediately reported to HCM’s Community team. If HCM, in its sole discretion, finds that a complaint is justified, the offending party’s affiliation with HCM may be immediately terminated by HCM, in HCM’s sole and absolute discretion.
5. Relationship Between the Parties. The Contributor is acting as an independent contractor. The Contributor is, therefore, not entitled to and shall not claim any of the rights, privileges or benefits of an employee of HCM and will not receive any of the rights, privileges and benefits that HCM extends to its employees by virtue of this Agreement or by virtue of the provision of services to HCM.  The Contributor hereby releases any and all right, claim, or interest to any privileges or to any benefit provided by, or on behalf of, HCM to its employees.  The Contributor will not receive any monetary compensation from HCM for the Material. The Material is submitted on a freelance basis in consideration of the experience and exposure available to the Contributor.
6. Representations and Warranties. Contributor represents and warrants to HCM that: (a) Contributor has and will continue to have the full right, power, and authority to enter into this Agreement; (b) entering into this Agreement will not violate any other agreement to which Contributor is a party; (c) Contributor is authorized and permitted to provide the Material; (d) Contributor is solely responsible for Material and the consequences of submitting and publishing Material; (e) Contributor owns or has the necessary licenses, rights, consents, and permissions for the Material; (d) Contributor has the authority to grant the rights granted in this Agreement and to make the representations and warranties contained herein and to vest in HCM all the rights as provided in this Agreement, free and clear of any and all claims, encumbrances, liens, and rights of third parties; and (f) no payments shall be due from HCM to any third party for the exercise of any rights granted in this Agreement. Contributor further represents and warrants that Contributor has obtained all necessary permissions and releases prior to delivering any Material to HCM, and that HCM will have no obligation to pay any fees or provide any other form of consideration to any third party for such releases, the rights granted in such releases, or the use of the Material.
7. Indemnity. Contributor will indemnify and hold HCM and any successors, assigns, and licensees or sublicensees of HCM harmless from and against any and all claims, damages, liabilities, costs, and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees, arising out of any allegation which, if true, would evidence a breach by Contributor of any warranty or representation made by Contributor in this Agreement.
8. This Agreement is governed by the laws of the Commonwealth of Massachusetts and the intellectual property laws of the United States. The Contributor agrees that the courts serving Suffolk County, Massachusetts shall have sole jurisdiction over any dispute arising from or related to this Agreement or the transactions contemplates herein.
9. At the request and expense of HCM, the Contributor agrees to execute, acknowledge and deliver all such documents or agreements as may be reasonably necessary or desirable by HCM to obtain, maintain, protect or vest its rights hereunder.
10. Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.
11. This Agreement represents the entire understanding of the parties regarding the subject matter hereof and may not be modified in any way without the written consent of both parties. Headings are for convenience only and are not to be considered in construing or interpreting this Agreement. HCM may assign this Agreement to any affiliate or successor in interest.

Schedule A

UGC CONTENT CONTRIBUTION GUIDELINES

It is of the utmost importance that all content contributed to and/or posted within Her Campus Media (“HCM”) and its respective websites, social media pages, and other platforms respect the intellectual property and other legal rights of the original content creator, third parties, and/or the subjects depicted within such content.

You, as the content contributor, are responsible for ensuring that all content complies with and respects third party rights. HCM does not have any express burden of responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You shall be solely liable for any damage resulting for infringements of copyrights, trademarks, proprietary rights or any other harm resulting from such submission.

Without any limitation of that responsibility, HCM offers the following guidelines, which are only summaries of vast and complex topics, to assist contributors in compliance.

Copyright Considerations

Under the U.S. Copyright Act, any fixed expression of original creative content is protected by copyright. Yes, that means every image or article available through a Google search, on social media, or anywhere else, should be presumed to be protected by copyright, and therefore cannot be submitted or posted to any HCM website without the permission of the copyright owner (typically the creator).

The posting and submission of any content, whether graphic or written, to HCM, must not violate the copyright of such content. As noted in the Contributor Agreement, you, as the contributor, are solely liable for any copyright infringements and associated legal fees.

So how can contributors ensure that submitted or posted content does not violate the copyright in such content?

The simplest way is to only submit original content.  When original content is created by you (a photograph is taken, a unique piece is written, etc.), you own the copyright, and by submitting such content to HCM, you are both representing as to its originality, and granting HCM permission to host that content. 

Please note, however, that the concept of originality is key. If you take a picture of that awesome mural on the side of your local coffee shop and submit or post it to HCM, you may well be violating the copyright of the mural painter by reproducing their original work without permission. Likewise, switching around a few words on an article written by somebody else will not make it original.

Additional Intellectual Property Considerations (Trademarks, Rights of Publicity)

Ensuring that content on HCM does not violate the copyright of any third party is not the only concern of HCM. There are a variety of ways in which the unauthorized or improper use of content can create liability, including the unauthorized use of brand names or trademarks, improper use or depiction of people’s personal images and falsely portraying the lives or incidents of people in or as part of your content submission. Unfortunately, we couldn’t possibly cover all those concerns in appropriate detail, but generally, here are some broad issues to consider:

• A “Trademark” is the brand name or logo of a business. It is the means by which the consuming public identifies the source of goods or services offered by that business. Typically, you have the right to refer to a product or service truthfully by its appropriate trademark, but you may not post content to HCM that misuses the trademark of a third party (for example, by the posting of an image showing an iconic fashion trademark on your own beautiful hand-sewn dress).
• Individuals have legal rights, typically known as “rights of publicity,” against the commercial use of their name, photograph, and likeness without their consent. Likewise, individuals typically have a right to not have private details of their life publicized without their consent, or have lies told about them in a public forum.

Additional Considerations:

When posting Content on HCM, use good taste when discussing sensitive topics. You are required to treat others with respect and honesty. Be fair and informative. Post honest and valuable information and don’t post rumors or negative opinions that are not supported by facts.

In addition to the prohibited activities described above, when posting Material to HCM or on any HCM platforms, you must not:

• Post anything that interferes with or disrupts any HCM website or the operation thereof, including files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network or the Service;
• Post statements or materials that are libelous or defame, harass, abuse, stalk, threaten, intimidate or in any way infringe on the rights of others;
• Post statements or materials that violate other contractual or fiduciary rights, duties or agreements;
• Post or upload personal information, pictures, videos or any other media of another person without their expressed permission;
• Post statements or materials that are bigoted, hateful, racially offensive, vulgar, obscene, pornographic, profane, or otherwise objectionable, including language or images that typically would not be considered socially or professionally responsible or appropriate in person;
• Post statements or materials that encourage criminal conduct or that would give rise to civil liability or otherwise violate any law or regulation in any jurisdiction;
• Post statements or materials that in any way harm minors;
• Post statements or materials that impersonate any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of HCM;
• Post statements or materials that misrepresent your affiliation with any entity and/or HCM;
• Post anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal identifying information of another individual, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, credit card numbers or any trade secrets or information for which you have any obligation of confidentiality;
• Post statements or materials that constitute junk mail, spam or unauthorized advertising or promotional materials, including, without limitation, links to commercial products or services or any political campaigning

Contributor Responsibility Expectations:

Additionally, you are responsible for submitting Content and assignments in accordance with the schedule and procedures provided to you. Neglecting to submit pitches, articles, and/or other assigned content will result in your standing with Her Campus Media being reevaluated and likely terminated, at Her Campus’ sole and absolute discretion.

If you wish to resign as a Contributor, please reach out to your respective coordinator for details on this process.

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We appreciate your efforts in keeping HCM an online community where the rights of others are respected. If you have more questions on whether a certain piece of content is suitable for posting on HCM, we urge you to consult a legal professional, or if that’s not possible, educate yourself using the wealth of information available on the internet, including the additional resources which you have access to as a HCM contributor. If you are still in doubt as to whether you can safely post or submit something in compliance with these guidelines, please choose other content.